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Financial Information |
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Page Number |
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Part I. |
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Item 1. |
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3 |
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Item 1A. |
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8 |
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Item 1B. |
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27 |
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Item 2. |
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28 |
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Item 3. |
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31 |
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Item 4. |
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31 |
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Part II. |
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Item 5. |
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32 |
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Item 6. |
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34 |
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Item 7. |
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36 |
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Item 7A. |
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49 |
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Item 8. |
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49 |
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Item 9. |
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50 |
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Item 9A. |
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50 |
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Item 9B. |
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50 |
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Part III. |
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Item 10. |
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51 |
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Item 11. |
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51 |
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Item 12. |
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51 |
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Item 13. |
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51 |
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Item 14. |
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51 |
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Part IV. |
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Item 15. |
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52 |
FORWARD LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We caution investors that forward-looking statements are based on management’s beliefs and on assumptions made by, and information currently available to, management. When used, the words “anticipate”, “believe”, “estimate”, “expect”, “intend”, “may”, “might”, “plan”, “project”, “result”, “should”, “will”, and similar expressions which do not relate solely to historical matters are intended to identify forward-looking statements. These statements are subject to risks, uncertainties, and assumptions and are not guarantees of future performance, which may be affected by known and unknown risks, trends, uncertainties, and factors that are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, or projected. We expressly disclaim any responsibility to update our forward-looking statements, whether as a result of new information, future events, or otherwise. Accordingly, investors should use caution in relying on forward-looking statements, which are based on results and trends at the time they are made, to anticipate future results or trends.
Some of the risks and uncertainties that may cause our actual results, performance, or achievements to differ materially from those expressed or implied by forward-looking statements include, among others, the following:
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risks associated with our dependence on the U.S. Government and its agencies for substantially all of our revenues, including credit risk and risk that the U.S. Government reduces its spending on real estate or that it changes it preference away from leased properties; |
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risks associated with ownership and development of real estate; |
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decreased rental rates or increased vacancy rates; |
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loss of key personnel; |
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general volatility of the capital and credit markets and the market price of our common stock; |
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the risk that the market price of our common stock may be negatively impacted by increased selling activity following the liquidation of certain private investment funds that contributed assets in our initial public offering; |
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the risk we may lose one or more major tenants; |
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failure of acquisitions or development projects to yield anticipated results; |
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risks associated with actual or threatened terrorist attacks; |
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intense competition in the real estate market that may limit our ability to attract or retain tenants or re-lease space; |
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insufficient amounts of insurance or exposure to events that are either uninsured or underinsured; |
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uncertainties and risks related to adverse weather conditions, natural disasters and climate change; |
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exposure to liability relating to environmental and health and safety matters; |
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limited ability to dispose of assets because of the relative illiquidity of real estate investments and the nature of our assets; |
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exposure to litigation or other claims; |
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risks associated with breaches of our data security; |
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risks associated with our indebtedness; |
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failure to refinance current or future indebtedness on favorable terms, or at all; |
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failure to meet the restrictive covenants and requirements in our existing and new debt agreements; |
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fluctuations in interest rates and increased costs to refinance or issue new debt; |
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risks associated with derivatives or hedging activity; and |
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risks associated with mortgage debt or unsecured financing or the unavailability thereof, which could make it difficult to finance or refinance properties and could subject us to foreclosure. |
While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. For further information on these and other factors that could affect us and the statements contained herein, you should refer to the section below entitled “Item 1.A Risk Factors.”
PART I
Item 1. Business
General
References to “Easterly,” “we,” “our,” “us” and “our company” refer to Easterly Government Properties, Inc., a Maryland corporation, together with our consolidated subsidiaries including Easterly Government Properties LP, a Delaware limited partnership, which we refer to herein as our operating partnership.
We are an internally managed real estate investment trust, or REIT, focused primarily on the acquisition, development and management of Class A commercial properties that are leased to U.S. Government agencies that serve essential functions. We generate substantially all of our revenue by leasing our properties to such agencies through the U.S. General Services Administration, or GSA. Our objective is to generate attractive risk-adjusted returns for our stockholders over the long term through dividends and capital appreciation.
As of December 31, 2015, we wholly owned 36 properties in the United States, including 33 properties that are leased primarily to U.S. Government tenant agencies and three properties that are entirely leased to private tenants, encompassing approximately 2.6 million square feet in the aggregate. We focus on acquiring, developing and managing GSA-leased properties that are essential to supporting the mission of the tenant agency and strive to be a partner of choice for the U.S. Government, working closely with the GSA to meet the needs and objectives of the tenant agency.
We were incorporated in Maryland as a corporation on October 9, 2014 and did not have any meaningful operations until the completion of the formation transactions and our initial public offering on February 11, 2015. In connection with our initial public offering, we engaged in certain formation transactions, or the formation transactions, pursuant to which our operating partnership acquired (i) 15 properties previously owned by the Easterly Funds (as defined below), (ii) 14 properties previously owned by Western Devcon, Inc., a private real estate company, and a series of related entities beneficially owned by Michael P. Ibe, which we refer to collectively as Western Devcon and (iii) all of the ownership interests in the management entities (as defined below). After our initial public offering, we acquired two properties in the second quarter of 2015, one property in the third quarter of 2015 and four properties in the fourth quarter of 2015.
Our predecessor means Easterly Partners, LLC and its consolidated subsidiaries, including (i) all entities or interests in U.S. Government Properties Income and Growth Fund L.P., U.S. Government Properties Income and Growth Fund REIT, Inc. and the related feeder and subsidiary entities, which we refer to, collectively, as Easterly Fund I, (ii) all entities or interests in U.S. Government Properties Income and Growth Fund II, LP, USGP II REIT LP, USGP II (Parallel) Fund, LP and their related feeders and subsidiary entities, which we refer to, collectively, as Easterly Fund II and, together with Easterly Fund I, we refer to as the Easterly Funds and (iii) the entities that managed the Easterly Funds, which we refer to as the management entities.
Our operating partnership holds substantially all of our assets and conducts substantially all of our business. We own approximately 60.9% of the aggregate operating partnership units in our operating partnership. We intend to elect to be taxed as a REIT and operate in a manner that we believe allows us to qualify as a REIT for federal income tax purposes commencing with our taxable year ended December 31, 2015.
Since our initial public offering and the formation transactions occurred on February 11, 2015, the results of operations and financial condition for the entities acquired by us in connection with our initial public offering and related formation transactions are not included in certain historical financial statements. More specifically, our results of operations and financial condition for the year ended December 31, 2014 reflect the results of operations and financial condition for our predecessor. Our results of operations for the year ended December 31, 2015 reflect the results of operation and financial condition for our predecessor together with the entities we acquired at and after the time of our initial public offering. The results of operations for each of these acquisitions are included in our consolidated statements of operations only from the date of acquisition.
Our Competitive Strengths
We believe that we distinguish ourselves from other owners and operators of office and other commercial properties, including properties leased to the U.S. Government, through the following competitive strengths:
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High Quality Portfolio Leased to Mission-Critical U.S. Government Agencies. We are the only internally managed public REIT that focuses primarily on the acquisition, development and management of Class A commercial properties that are leased to U.S. Government agencies, primarily through the GSA. We wholly own 36 high quality properties in the United States that are currently 100% leased, including 33 properties leased primarily to U.S. Government tenant |